To Where and Back Again Tiger Lily
by Pinkie pie sweets
Summary: Sequel of Tiger Lily's Friendship Adventure. Starlight and Tiger Lily leave Ponyville for a while. But when Starlight returns to Ponyville and Tiger Lily reaches the empire, they discover their friends are acting strange and discover the changelings kidnapped everyone. The two get help from unlikely sources. Will they be able to save Equestria from Queen Chryalis and her army?
1. Chapter 1

Chapter 1: Two Letters, One Dilemma

One afternoon in Princess Twilight's castle, she is doing a little cleaning along with Spike and her students, Tiger Lily and her cousin Starlight Glimmer. Twilight, Tiger Lily, and Starlight are using their magic to levitate boxes of books and other items as they walk down stairs. Snowdrop, Tiger Lily's baby dragon is sitting in the baby carrier with a smile on her face. Spike is struggling carrying a box of books about his size.

Spike then begins to lose his balance on the stairs. With a yelp he falls down the stairs and the box falling down too. Luckily, Twilight catches him with her magic while Starlight levitates the box of books with hers. Then Starlight places it on the ground.

"Well, we don't all have magical horns," Spike says.

"I've been meaning to move these older books to my reference section for a while. Got to keep the new books front and center! Thank you all for your help," Twilight says.

"Are you kidding? After all you've done for us, this is the least we can do," Starlight says.

Tiger Lily nods her head, and says, "She's right.

"Oh, please. I haven't done that much," Twilight replies.

"Nah. You just taught me the value of friendship. Not much at all," Starlight disagrees with a smile.

"I may have offered some guidance, but you both are responsible for the pony you've become. I'm proud to call you both my students and my friends," Twilight says with a smile.

She turns to the boxes and says, "Now we just need to get rid of these boxes."

"Spike, can you… " Twilight asks turning her head towards him.

But becomes confused to see him looking at the window,

"Spike?" Twilight asks.

"What's that?" Spike asks, looking out the window.

Spike looks to see something seems to be flying their way. Twilight, Starlight, and Tiger Lily take a look out the window themselves.

"Is it a bird?" Twilight asks.

Then Starlight asks, "Is it a parasprite?"

"Maybe it's a dragon?" Tiger lily asks.

Spike becomes scared, "It's... it's…"

The thing that is coming closer is a pegasus mare dressed in a brown shirt, brown hat, and carrying a bag. And it's flying right at the window they're looking at.

"Incoming!" Spike screams.

Everyone duck their heads and away from the window. The pony flies through the window and crashes into the boxes full of books. The pony shakes the box of her head and blinks a few times.

Tiger Lily asks, "Derpy, are you okay?"

"Sure am. Sorry for crashing," Derpy answers.

She brings out two letters and says, "Special mail for Starlight Glimmer and Tiger Lily."

"For me? Who'd be sending me a letter?" Starlight questions taking the letter from Derpy.

"I seem to got one too," Tiger Lily replies, taking hers.

Starlight opens her letter and starts to get scared when she reads it, "It's... the ponies from my old village."

"Are they in danger?" Twilight asks in concern.

Then Spike asks, "Are they upset with you?"

Twilight and Tiger lily give firm glares towards Spike.

Starlight continues reading it, and begins to panic, "No... It's worse! They've invited me to the annual Sunset Festival!"

"Um why is it a bad thing?" Tiger Lily asks.

"Yeah. It seems the pony wants you to celebrate with them," Spike says.

"I know, but um, it's been a very long time since I saw them," Starlight says.

Tiger lily shows a reassuring smile, and says, "Don't worry, I'm sure they'll be happy to see you again."

"If you say so," Starlight says, wearly.

Then she asks, "So Tiger Lily, what does your letter say?"

Tiger Lily opens her envelope and takes the letter out. She reads the letter very carefully, and begins to blush with a small smile on her face.

"So, what does it say?" Twilight asks.

Tiger lily blushes, and says, "It's a letter for Thorax. He's asking me if I can come to the Crystal Empire to hang out and to um… take me out for dinner and to see a show over there."

"Ooh, sounds like a certain changeling is asking you for a special night," Starlight says.

Spike smiles, "That's great. It's been awhile since the last time you saw Thorax."

"Yeah. It has been a while," Tiger Lily says as her cheeks are turning red.

Tiger Lily closes her eyes as her cheeks blush with a smile. She can remember the first day she and Thorax meet for the first time, and then again after a year later. She then remembers the time they have gone out together. They've gone out to dinner, go out dancing, and the first kiss they have. That night has been the best night of her life.

Tiger Lily her eyes and lets out a sigh with a smile on her face.

Twilight and Starlight go, "Aww!" With smiles on their faces.

Spike simply stick their tongue out seeing how mushy this is turning out.

Twilight says, "You should definitely go. I'm sure he'll be happy to see you again."

"I really want to, but what about Snowdrop? Tiger Lily asks.

"Maybe Princess Cadence and Shining Armor can watch her for you. I'm sure Snowdrop loves to see Flurry Heart again," Starlight suggests.

"I think it's a good idea," Tiger Lily says.

Twilight says, "Well, looks like you two are in for a great trip soon. Let's get the books put away and you two can get ready.

"Right," Starlight and Tiger Lily answer but for different expressions.

Starlight is still worried about going back to the village while Tiger Lily is happy to be able to see Thorax again and on a special date.

Later in the night, Tiger Lily has her suitcase backed up for her trip to the Crystal Empire to see Thorax, and another one for Snowdrop and her things.

Tiger Lily looks at the crystal rose Thorax has given to her. She smells it and lets out a sigh with a smile. She really does love Thorax and can tell that he loves her in return. She looks at Snowdrop who is already sleeping. She smiles and wants her time with him to be perfect. She looks out the window to see the night stars and her eyes begin to sparkle

Tiger Lily:

Love

It seems like only yesterday

You were just a child at play

Now you're all grown up inside of me

Oh, how fast those moments flee

Once we watched a lazy world go by

Now the days seem to fly

Life is brief, but when it's gone

Love goes on and on

Love will live

Love will last

Love goes on and on and on

Once we watched a lazy world go by

Now the days seem to fly

Life is brief, but when it's gone

Love goes on and on

The next day, Tiger Lily decides to say goodbye to Starlight and the others before she leaves to the Crystal Empire. She walks up to the door and opens it. Then walks inside with Snowdrop and her luggage.

She looks to see Starlight, but notices the sad look on her face.

"What's wrong Starlight?" Tiger Lily asks.

Starlight sadly sighs, and says, "There's something I need to tell you and the girls."

In the castle throne room, Starlight explains to the girls and Spike about the terrible dream from last night. About how she end up getting ignored and everything disappearing into the dark. Lastly, she explains how she is visited by Princess luna

"...and Princess Luna said I should tell you all how I was feeling. So... there it is. I'm afraid to go back to the village for the celebration," Starlight sadly says.

"But why, darling? You went back to apologize. They accepted. Everypony has moved on," Rarity asks.

"But have they? They don't really know how much I've changed. Or even worse, maybe I haven't changed as much as I think I have!" Starlight says, starting to worry and panic.

"Trust me. You are a totally different pony now. I mean, you were pretty awful," Rainbow says.

But Applejack scolds, "Rainbow Dash!"

"What? She was! It's a compliment!" Rainbow replies.

Applejack turns her head with a stern look on her face.

"That still wasn't a nice thing to say. Starlight is worried because she hadn't been in the village for a while," Tiger Lily says.

Then Fluttershy says, "I don't think they would've sent the invitation if they didn't want you to come. I'm sure they'd be happy to see you."

"And getting an invitation to a party and not going?! That's like... I-It's like...! Well, I don't know what it's like, but it is definitely bad," Pinkie says.

"Just be honest with them. I'm sure they'll understand where you're comin' from, "Applejack advise.

Then Twilight says, "I understand how hard this is for you. Maybe if you took a friend along, it might make things easier. Somepony you trust who would look out for you?"

Starlight begins to think of who she can take with her. Just then, an idea hit her.

At the outskirt of Ponyville and in her wagon, Trixie opens the window and grabs saddlebags with her mouth. Starlight and Tiger Lily help get the luggage into Trixie's wagon. Although, Twilight seems to be showing a forced smile on her face

"Thanks so much for doing this, Trixie. When Twilight said I should bring a friend, you were the first pony I thought of," Starlight says.

Trixie comes out of the window to see Twilight, and says, "Great idea, Princess Twilight. Asking me – Starlight's best friend – to help her on this difficult journey really shows how wise a princess you have become."

Thanks, Trixie," Twilight says, gritting her teeth.

She whispers to Spike in a little resent, "I was talking about me."

"The festival lasts a whole week, but I'm sure we won't stay that long.

"Oh. I don't know, Starlight. Time really flies when you're spending it with your best friend!" Trixie says with a giggle.

Trixie straps up her wagon and she along with Starlight leave to head to the village. Princess Twilight, Tiger Lily and the others say their farewell.

Tiger Lily grabs her things, and says, "I better get doing too. I don't want to miss the train."

"Okay. hope you and Thorax have a good time," Twilight says.

Then Rarity giggles, "Hope you two enjoy your date together.

Tiger Lily blushes to hear the word 'date' along with the sentence. Tiger Lily grabs her things with her magic and leave to get to the train station.

Sometime later, Tiger Lily is on the train to the Crystal Empire. She looks at the window to see the train is going by the fields with trees, bushes, and flowers pretty fast. She can't wait to see Thorax again. She wonders what they will be doing together before heading on their special night.

Just then, Snowdrops begins to cry.

Tiger Lily picks up Snowdrop with her hooves and begins to rock her. Then Tiger Lily begins to sing a song to her

Tiger Lily:

Baby mine, don't you cry

Baby mine, dry your eyes

Rest your head close to my heart

Never to part

Baby of mine

Little one, when you play

Don't you mind what they say

Let those eyes sparkle and shine

Never a tear

Baby of mine

Tiger lily looks outside to see the landscape is changing to a snowy season. That means they are getting close to the Crystal Empire. She then looks around to see many couples with their children. Tiger Lily smiles to see the ponies happy and so does shee.

Tiger Lily

From your head to your toes

(Baby mine)

You're so sweet, goodness knows

(Baby mine)

You are so precious to me

Cute as can be

Baby of mine

Baby mine

Baby mine

The Friendship Express continues to ride on the tracks as it's heading towards the Crystal Empire Station. Tiger Lily knows that it won't be long until she and Thorax get to be together again. She can hardly wait for it.

Love from Disney's Robin Hood

Baby Mine from Dumbo


	2. Chapter 2

Chapter 2: A Changeling's Wings of Love

The train has arrived at the Crystal Empire Train Station and everypony are getting off to walk to the empire. Tiger Lily walks out of the train with Snowdrop in the carrier and her luggage carried with her magic. Tiger Lily looks around the station to see if she can find Thorax who said he's meeting her.

Just then, she happy a happy call, "Tiger Lily!"

Tiger Lily turns her head to see the happy changeling walking towards her. The two hug each other with smiles on their faces.

Tiger Lily happily says, "Hi Thorax, it's nice to see you again. Thanks for inviting me here."

"It's great to see you to. I'm glad you can make it," Thorax replies.

Soon the two begins to blush.

Snowdrop reaches out her claws to Thorax as she coos and shows a smile on her face.

Thorax smiles in reply, "Hello Snowdrop, It's great to see you again."

Snowdrop smiles to see the reformed changeling.

Tiger Lily looks at Thorax and notices something different about him, "Thorax, what happened to your wings? They look… shimmering… and sparkling."

Thorax looks at his wings as they let out a shimmer and a sparkling shine.

"I don't really know to be honest. It's been like that for a few weeks now," Thorax says.

Tiger Lily smiles, "I like them. Maybe it's the climate of the empire causing your wings to change."

"Maybe," Thorax replies.

Then he says with blushing cheeks, "So um, let's get going."

"Right," Tiger Lily says with her cheeks red.

The two then walk down the path to the Crystal Empire. The two smile at each other with red color cheeks the whole way. It's love that is making this way.

After reaching to thorax's house, Tiger Lily get her things in the guest room. She put her things in the draws and in the closet. Tiger lily looks out the window to see the sparkling empire outside. She sighs with a smile to see how beautiful the empire is.

Tiger Lily says to herself, "I can't wait for tonight. Thorax and I are going to have a wonderful time."

Snowdrop coos in her playpen playing with her toys. Tiger Lily turns to Snowdrop and giggles to see her having fun.

"Of course, you get to have a fun time with Flurry Heart," Tiger Lily says.

Snowdrop giggles happily hearing that she gets to play with her friend.

In his bedroom, Thorax is trying to make sure he has everything ready for his time with Tiger Lily. He has a suit set on the bed. There is also a bouquet of roses next to it.

Thorax heart begins to flutters, and really hope Tiger Lily likes her gift.

Thorax takes a deep breaths, and says to himself, "Get a hold of yourself Thorax, you're going to go out with Tiger Lily tonight. I know it will be hard, but I want to wait to tell the perfect time to tell Tigerlily how I really feel."

I really hope she feels the same way about me," Thorax says to himself, looking out the window.

The day come and go and the sun is beginning to set. Tiger Lily has already drop Snowdrop and her things off to the Crystal Palace, and little Snowdrop is already having fun with Flurry Heart.

In the halls of his home, Thorax is walking towards Tiger Lily's room with a bouquet of flowers levitating with his magic. The box containing the necklace is in the pocket of his jacket.

Thorax is a little nervous. Even though he sees Tiger Lily multiple time and they write to each other, he gets nervous about her time with him going well. He stands in front of the bedroom door and is feeling like breaking into a cold sweat. He takes a deep breath, and knocks on the door.

Tiger Lily's voice appears through the door, "One minute."

"Alright, no turning back now. You just need to relax," Thorax says.

Just then the door open and Thorax begins to let out a surprised gasp. Tiger Lily looks very radiant. She is wearing a light blue dress with long sleeves and the pattern has dark blue flowers on it and bright blue song birds. Her hair is in a braid that has light blue flowers tied to it, and has a little make up on her face.

"So um, what do you think?" Tiger Lily shyly asks.

Thorax manages to say, "Um, you look… amazing."

"Thank you," Tiger Lily answers.

Thorax presents the bouquet of roses to Tiger Lily, "I uh, got these for you."

Tiger Lily giggles, and says, "Thank you."

She takes the roses with her magic and put them in a vase in her room, except for two flowers. She puts one in her hair, and the other one on Thorax's suit.

Thorax smiles, and asks, "Are you ready to go?"

"Sure," Tiger Lily answers with a calm smile.

The two then leave the house and make their way to have their night out. What the two are unaware is that two pairs of blue bug like eyes are watching the two from a distance.

Tiger Lily and Thorax are now having dinner at the restaurant where they first go out together. Ponies are having dinner as couples or as a family. There are playing playing music on stage while multiple ponies are dancing on the dance floor.

Tiger Lily smiles, and asks, "So how are you doing in the Crystal Empire?"

"I've been doing great. I'm glad to live here and be with my friends. I'm also glad to get to spend time with you," Thorax says.

"Me too," Tiger Lily says with a smile.

Thorax asks, "How are things going around Ponyville?"

"Things have been pretty quiet at Ponyville lately. I went on a lot of adventures and excitement with my friends, but I'm also glad to get some peace and quiet and spending time with my friends, Starlight, and Snowdrop. And you of course," Tiger Lily says.

"Yeah. things have been quiet around the Crystal Empire too. There hasn't been any trouble so far," Thorax says.

"Right," Tiger Lily replies.

Then Tiger Lily asks, "So Thorax, you said that you're taking us to see a show but didn't say what it is. Mind I ask what the show is about?"

"That's a surprise. It's very exciting and romantic. The show has been getting very popular around Equestria, and though we can see it," Thorax answers.

Tiger Lily giggles, "Then I guess we should finish dinner so I can see what the show is."

Thorax and Tiger Lily begin to laugh a little with smiles on their faces. Then they continue to have their dinner.

After dinner they arrive at the theater and watch the show. The show is about a young mare who has to stay in a castle with a horrifying beast. The two become close and love begin to blossom between them. The play continues into the night as the scene where the mare and the beast dance together.

Tiger Lily and Thorax watches the play that is being shown on stage. The two look at each other and smile. They then continue to watch the show.

During the show, the beast changes into a prince and the prince and the mare kissed each other out of love and affection. Tiger Lily eyes sparkle with happiness, and imagine herself and Thorax doing what they're doing.

The show ends with the mare and the prince dancing together, and join by other ponies dancing in a pair. The curtain closes as the actors bow and everypony in the audience clap and cheer with smiles on their faces. Tiger Lily and thorax clap their hooves for the performance.

After seeing the show, Tiger lily and Thorax walk around town to get some air and to enjoy the night sky.

Tiger Lily happily says, "I really enjoy the show."

"I knew you will like it. I really like it to be a surprise," Thorax says.

"I love it. Thank you for taking me there," Tiger Lily says.

"You're welcome," Thorax says.

The two stop saying a word and look at each other with their cheeks blushing.

Thorax asks, "Do you um, want to go take a flight around the Empire."

"Sure," Tiger Lily answers.

Thorax presents his hoof out, and Tiger Lily's puts her hoof on his. Then the two begin to fly into the air of the empire.

Tiger Lily smiles, "I really love enjoying the evening with you, Thorax."

"Me too," Thorax says.

Thorax:

Let me be your wings

Let me be your only love

Let me take you far beyond the stars

Tiger Lily and thorax fly over the city and look to see the stars shimmering in the sky

Thorax:

Let me be your wings

Let me lift you high above

Everything we're dreaming of will soon be ours

Tiger Lily and Thorax begin to ball dance in the air over the square.

Thorax:

Anything that you desire

Anything at all

Everyday I'll take you higher

And I'll never let you fall

Thorax and Tiger Lily's dancing catch the attention of the crystal ponies.

Thorax:

Let me be your wings

Leave behind the world you know

For another world of wondrous things

The two then fly away as they fly to where the crystal heart is. Thorax and Tiger Lily then dance around it.

Thorax:

We'll see the universe and dance on Saturn's rings

As they dance around the heart, it begins to glow because it senses the love between the,.

Thorax:

Fly with me and I will be your wings

Thorax and Tiger Lily then fly over one of the streets that catch the attention of many of the crystal ponies.

A young pink crystal filly asks the purple mare, "She's going to marry Thorax someday, huh mama?"

"Well, perhaps," The purple mare.

Soon Thorax and Tiger Lily are flying his into the sky over the Crystal Empire as they dance in the air.

Thorax:

Anything that you desire

Anything at all

Tiger Lily:

Anything at all

Thorax:

Everyday I'll take you higher

And I'll never let you fall

Thorax lets go of Tiger Lily and she begins to fly down to the city.

Tiger Lily:

You will be my wings

Thorax:

Let me be your wings

Thorax flies down and the two take each other hooves as they slowly fly down.

Tiger Lily:

You will be my only love

Thorax then picks up Tiger Lily and hold her bridal style.

Thorax:

Get ready for another world of wondrous things

Tiger Lily:

Wondrous things are sure to happen

The two look at each other with love in their eyes.

Both:

We'll see the universe and dance on Saturn's rings

Tiger Lily and thorax flies to the Crystal Palace and sit on the railing of the balcony. Opening the door, Shining Armor and Cadence watch the two singing together.

Thorax:

Heaven isn't too far

Tiger Lily:

Heaven is where you are

Then the two lifts themselves from the railing and dance right over it.

Both

Stay with me

And let me be your wings!

Thorax hold Tiger lily up with his hooves as they both fly high into the night and starry night.

Cadence and Shining Armor who have been watching this smile to see the two are getting along very well. So well that Cadence knows that the two are having a special emotion… it's love. They also think that this must be something very new an alicorn and a changeling are in love.

Along the way, they pick up Snowdrop and bring her back home for the night. After arriving at the house, Thorax and Tiger Lily sit by the fireplace and have some hot drinks.

Tiger Lily sighs happily, "Thoax this has to be the best night of my life."

"Mine too," Thorax says.

The two watch the fire go as they sit next to each other. They feel like this night will never end for them.

But outside of the empire and at the Crystal Palace, three figures begin to fly towards the balcony of the palace. The three mysterious figures open the door to the balcony, open it, and sneak inside without saying a word. Little does everypony know that an evil plan is now starting to take place.

Let Me Be Your Wings from Thumbelina


	3. Chapter 3

Chapter 3: Strange Friends

The next day, Tiger Lily and Thorax are taking a walk around town with Snowdrop in the baby stroller. It's a very nice day to go outside and enjoy what they have to offer. They decide the first thing to do is to visit Princess Cadence, Shining Armor, and Flurry Heart at the palace. The walk past the crystal heart and reach the door.

Then Thorax knocks on the door, and Sunburst answers.

"Hi Tiger Lily. Thoax. How are you doing?" Sunburst asks.

"We're doing fine, we came by for a little visit," Thorax says.

Tiger Lily with Snowdrop, and Thorax walk into the palace with Thorax. They then walk into the throne room to see Princess Cadence and Shining Armor.

"Good morning Cadence," Tiger Lily says.

"Good morning Shining Armor," Thorax says.

"Um, good morning," Cadence says.

Then no one says a word. Tiger Lily and Thorax becomes a bit unsure.

"So how are you doing?" Tiger Lily asks.

"We're doing fine. Just uh, ruling the empire and such," Shining Armor says.

"So where's Flurry Heart?" Thorax asks.

"Flurry has been tired lately so she's taking a nap," Cadence says.

Cadence then walks over to Tiger Lily. When Cadence is close distance to Tiger Lily, she stares as the young alicorn with curious look.

She says, "I can sense a lot of love in you."

"Um, yeah. I was with Thorax light night and um…" Tiger Lily says, and blushes as a result.

"Hmm Thorax you say. Well, it's best not to let all that sweet love go to waste," Cadence says.

Suddenly, Cadence eyes flashes a strange blue color. Tiger Lily thinks she is seeing things, but could have swear that Cadence's eyes change colors.

Back at Ponyville, Starlight and Trixie return from the village, and things hasn't gone very well for Starlight. Starlight ends up getting the bad case of the jitters at the village and was ready for them not to trust them. However, it ends up being the other way around. They trust her, but isn't ready to lead them again. As they walk in Ponyville, they see Pinkie hoping by

"Hey, uh, Pinkie Pie!" Starlight calls out.

Pikie turns around to see Starlight running towards you

"Hey... you!" Pinkie says.

"So... you're probably wondering why I'm back so soon," Starlight says.

"Where were you?" Pinkie asks.

"I... went to my old village? For the festival?" Starlight answers, confusedly.

"Ooh, sounds fun! How was it?" Pinkie asks.

"It was kind of a disaster. I came back early because I freaked out!" Starlight answers.

"Ooh, sounds awful! Bye!" Pinkie answer. Then hops away.

Starlight stands in place looking very confused.

"That was... strange," Starlight says to herself.

"Isn't she always strange?" Trixie questions, unhatching her wagon and taking her hat and cape off with her magic

"Yeah, but not like that," Starlight replies.

Starlight looks to see Applejack and Rarity, and calls out to them, "Hey! I'm back early."

Starlight walks to the two mares.

"Ah. Welcome back?" Rarity questions

"Have you two noticed Pinkie acting a little strange?" Starlight asks.

"Pinkie Pie always acts strange," Applejack says while Rarity nods her head.

"Told you," Trixie replies.

"Anyway, I wanted to talk to all of you. Things didn't go the way I thought they were going to go at the Sunset Festival," Starlight says, sadly.

"What happened?" Rarity asks.

"I kind of freaked out and ran out of the village," Starlight sadly admits.

Just then, Applejack and Rarity start laughing that cause Starlight and Trixie to become very confused.

"You freaked out and ran away from a festival? Ha! That's the funniest danged thing I've heard all day," Applejack says.

Rarity continues laughing and says, "Oh my. Let me guess. The decorations were terrifying!"

Then they continue to laugh at Starlight's experience. As they continue laughing, Fluttershy and Rainbow Dash fly from behind.

Fluttershy whispers to Rarity's ear, "...Applejack for friendship business."

"Hello, ponies. We need Rarity and Applejack. Very important friendship business," Rainbow says.

Then the four mares leaves for this friendship business. Starlight becomes very confused to see her friends are acting very strange.

"I have to say, I'm really not as impressed with your friends as the rest of Equestria is," Trixie says.

Realizing something is wrong, Starlight says, "I need to talk to Twilight!"

Starlight quickly runs back to Twilight's castle. When she tries to open the door with her magic, it won't budge.

She knocks on the door and says, "Twilight? Hello?"

Just then, a small part of the wall opens to reveal Spike.

He sternly asks, What do you want? Twilight's very busy!

"Spike, I really need to speak with her," Starlight says.

"Make an appointment! She's a princess, after all!" Spike says.

Then closes the hatch hard. Starlight is really confused and worried so she knocks again.

"What's wrong with you? Why are you being so..." Starlight asks

But the door opens to reveal Twilight with Spike on a stool.

"Rude? I think a certain dragon didn't get his nap today," Twilight says.

"Yeah, right. Whatever," Spike says, taking the stool away in a huff.

"Sorry. He's been acting a little off all day. I think he missed a meal or something," Twilight says.

Then Starlight says, "He's not the only one. Everypony's acting a little strange today."

"Yes, it's definitely been one of those days! How are you?" Twilight replies.

"Not great, actually. You're probably wondering why I'm back from the village so early," Starlight sadly says.

"I didn't want to bring it up, but yeah, it did seem strange. Did it not go well?" Twilight asks, acting a but unsure.

"The townsponies kept asking me things, like they expected me to be in charge again. But being a leader is the last thing I should ever be. So we left. Very suddenly. In a literal puff of smoke," Starlight says.

Amazed, Twilight says, "Wow, you should definitely never go back to that village."

"What?" Straight asks confusedly.

"If you were worried about what they thought of you before, it's probably way worse now. I'd cut my losses," Twilight says.

"That's... surprising advice, coming from you," Starlight says, taking a few steps back.

"Trust me. I'm the Princess of Friendship. You don't need those ponies. You can always make more friends," Twilight says.

Just then, a door opens to reveal Rainbow Dash. Twilight sees Rainbow who is waving her hoof around to come over.

Twilight happily says, "Ah! Speaking of friends, if you'll excuse me, important business to attend to!"

Twilight quickly runs unto the room Rainbow is. Spike who is giving the 'I got my eyes on you' look goes into the room too, leaving Starlight along. Sadly defeated, Starlight decides to head back into her room.

Back in the Crystal Palace, Twilight and the others are not the only ones who are acting strange. Cadence and Shining Armor are acting strange too. Ever since, Tiger Lily and Thorax arrive, they notice the royal couple aren't acting like their normal selves.

Thorax asks, "Shining Armor? Cadence? Is there something wrong?"

"No. Nothing's wrong," Shining Armor sternly answers.

"Um okay," Thorax replies.

"Are you sure? You both have been acting strange. You haven't eaten much today, and haven't seen Flurry all day," Tiger lily asks.

"I'm sure everything is fine. We just have one of those days," Cadence says.

"Are you sure? If you need help we can do what we can," Sunburst says.

Cadence looks at them, specifically Tiger Lily, "Yes, there is something. Mind if I speak to Tiger Lily… alone?"

"Um sure," Tiger Lily shyly answers.

Princess Cadence escort Tiger Lily into one of the rooms close by. Thorax and Sunburst are confused as they see Shining Armor is keeping a close eye on them. In the room, Tiger Lily is looking a bit unsure and scared around Cadence which is strange to her. Cadence locks the door and walks to Tiger Lily.

Once she is close to the young alicorn, Cadence asks, "So Tiger Lily, how do you feel when you're around Thorax?"

"Well um, I feel very happy when I'm around Thorax. He's sweet, kind, and he's special. When I'm around him, I feel like my heart is always fluttering. I know it might not be easy for to understand it even though you're the princess of love, but I… I love him," Tiger Lily answer.

"You love him huh?" Cadence says, showing a calm smile on her face and her eyes change to a greenish blue.

Cadence hugs her, and says, "I think it sounds so sweet. Despite of Thorax being a different species and can fed love, you're willing to love him as he is. I have to admire that."

"Um thank you," Tiger Lily says.

Then she asks, "Is there anything that you need?"

"No. i just want to hang on to you a little longer," Cadence says.

Something that Cadence says is starting to make Tiger Lily nervous. She escape her embrace and head towards the door.

Tiger Lily nervously says, "That's… that's okay. If you don't need any help, Thorax and I will be on our way?"

Tiger Lily unlocks the door and opens it to leave. Outside the room, Thorax and Sunburst look to see the nervous look on Tiger Lily's face.

Before Thorax can asks, Tiger Lily says, "Come on Thorax, let's be on our way."

"Um sure," Thorax replies.

The two leave with the baby dragon he the stroller. Sunburst follow after them with a skeptic look on his face.

Cadence leaves the room and walk to Shining Armor. They both look at the three with serious looks on their faces as the alicorn, changeling, and the unicorn leaves.

Later in the night, Starlight goes in her room so she can get some sleep. However, because her friends are acting weird, Starlight is worried something might be wrong.

"Cut my losses? That can't be right," Starlight says to herself.

Starlight lifts her covers up, and goes into her bed. Once she is tucked in, she turns off the light and goes to sleep for the night. Just then, Starlight begins to dream.

Starlight looks around to find herself at the village, and nopony is around. All except a tumbleweed rolling by. Just then, the doors open to reveal the ponies from the village who are walking by with straight looks.

"Hey, I wanted to apologize for my behavior earlier," Starlight says.

But everypony is ignoring her, "Party Favor, can you hear me?"

Just then, someone says, "I told you you can never speak to them again!"

Starlight turns to see Twilight and the rest of the Mane six, and they are not looking happy.

"What are you all doing here?" Starlight says.

"Making sure you do what I said! I'm your teacher, aren't I? Didn't I say to never come back here?!" Twilight says.

Then the Mane six walk towards Starlight.

"Yes, but that just doesn't seem right. You aren't acting like yourself," Starlight worriedly says.

Just then another voice repeats what Starlight says, "Something is wrong!"

Just then a gust of wind blows and Twilight along with her friends have disappeared.

"A dream?" Starlight asks herself.

Then she realizes, "This is another dream!"

Suddenly, she hears Princess Luna whispers, "Starlight Glimmer...!"

"Princess Luna?" Starlight asks.

Starlight looks around to find the night princess.

Then hears Princess Luna calling out, "Starlight Glimmer!"

But her voice sounds scared.

"Princess Luna, where are you?" Starlight asks, calling out to her.

Just then, Princess Luna is able to reach Starlight through the moon, but something is wrong.

"Starlight Glimmer, there is no time! You must get help!" Princess Luna says.

And something is seems to be dragging her away.

"What? What are you talking about? This is just a dream!" Starlight asks.

Not here! In the waking world! They've taken my sister and I! It's worse than the last time! Your dream called to me, and I was able to break through! You must find help!" Princess Luna says as something seems to be pulling her from the portal

"What are you saying?! Who's taken you?!" Starlight asks.

Princess Luna answers, Be careful who you trust! You need all the help you can find! The changelings have returned and…"

Just then, two changelings drag Princess Luna way from the moon portal and from the dream world.

"Princess Luna!" Starlight cires.

Starlight makes a run for it as her dream disappears.

Starlight quickly wakes up in a pant, and exclaims, "They're back!"

Back at the palace at night, Sunburst is walking down the halls until he hears whispering sounds. He looks to see one of the doors are open. Sunburst secretly peeks through the door to see Cadence, Shining Armor and Flurry Heart.

Cadence groans and says, "I was so close of having her, but she got scared and leave."

"I can see that, I think she noticed something's up. We need to get Tiger Lily before she discovers this," Shining Armor says.

"I know," Cadence says.

Just then, Cadence transform into a changeling. Sunburst gasp in shock to see this. Soon, Shining Armor and Flurry Heart become changelings too. The one disguised as Flurry is a young changeling about an age of a young filly.

The changeling asks, "Remind me why Queen Chrysalis wants this Tiger Lily girl?"

"Because she can sense that her love is special even I can sense it. She's really in love with Thorax. Falling in love in achangling is one thing, but what does she see in Thorax?" The other changeling questions.

"I think it sounds kind of sweet," The young changeling says.

"You would think it sweet Ocellus. But her love is so sweet and powerful, I was almost ready to feed on her," The other changeling says.

"But the queen wants to taste her love first," The male changeling says.

The female grown changeling sighs, and says, "Right, we need to report to Queen Chrysalis to let her know the royal family has been replaced and asks for further instruction on how to capture Tiger Lily."

Then the male one asks, "Got the beetles."

"Right here," The young changeling, Ocellus answers holding the beetles in her hoof.

The two grown changelings nod their heads

Sunburst is shocked and whispers, "Oh no… I… I need to tell Thorax and Tiger Lily about this."

Sunburst secretly walks past the door and goes down the hall. Once is is far enough away, he makes a run towards the palace door and outside to get to Thorax and Tiger Lily to warn them.


	4. Chapter 4

Chapter 4: The Changelings Return

Later in the night, Starlight secretly sneaks out of the castle. Thanks to Princess Luna's warning, she knows that she needs to find help. What's more, the changelings have return.

Starlight reaches the balcony and uses her magic to lower herself down to the ground. She sneaks off into the night to reach Trixie's wagon. She peeks out of the bush to make sure no pony is around. Once the coast is clear, Starlight walks to Trixie's wagon

She knocks softly on the door, and whispers, "Trixie? Trixie, it's Starlight! Are you awake?"

Starlight hears Trixie mutters in her sleep, "Of course, Princess Celestia... I'd love to perform for peanut butter crackers…"

She knocks harder, and whispers, "Trixie, wake up!"

Trixie wagon begins to move a little. But then, fireworks explode form her wagon. Trixie opens the and cough out the smoke.

Trixie tiredly says, "Starlight? What time is it?"

"It's late. I think I figured out what's wrong with my friends!" Starlight says.

Trixie yawns, and says, "I have a whole list of things that are wrong with your friends. We can go over it in the morning."

Trixie then goes inside and closes the window to get some sleep.

"No, Trixie, we're in danger!" Starlight panics.

Starlight uses her magic to open the door, carries her outside, and places her on the ground.

Trixie tiredly says, "Okay, fine! Aside from lack of sleep, how are we in danger?"

"I think the…" Starlight explains.

But remembers Princess Luna's warning.

"What did you tell me never to tell another pony?" Starlight asks.

"Starlight, if you woke me up to play guessing games…" Trixie says.

But Starlight continues grabbing a hold of Trixie, "After we left my village, what did you tell me to never tell another pony you said?"

Trixie sighs and says through her gritting teeth, "That even Trixie's made mistakes."

"Trixie, there's no time for this! What did you say?" Starlight says.

"That even Trixie's made mistakes! Okay? Are you happy?!" Trixie answers in anger.

Starlight sighs in relief, "Yes. Sorry. I just had to make sure you weren't…"

"... one of them!" Starlight adds in a hushed voice.

Trixie asks quietly "One of who?"

"A changeling! I think they've taken Princess Celestia and Princess Luna!

"What?! Are you sure?!" Trixie exclaims in shock.

Starlight looks around to see if anypony's around.

"I mean, what do we… We have to tell Twilight!" Trixie panics.

Starlight calmly says, "If I'm right, then it's too late for that."

Meanwhile, in the Crystal Empire, Sunburst has run to Thorax's house as fast as he can. He is able to wake them up and explain to them about the situation. This has come to a shock for both Thorax and Tiger Lily.

"Queen Chrysalis and the changelings are back!" Thorax exclaims.

"I'm afraid so. That's why they were acting strange today. They were replaced the night before," Sunburst says.

"This is bad. If they find out that we knew, they'll come after us," Tiger Lily says.

"They're going to come after you either way Tiger Lily. I heard them saying that Queen Chrysalis is after you," Sunburst says.

"But why me?" Tiger Lily asks.

"I think the changelings said that your love for Thorax is special and she wants it," Sunburst says.

Thorax worriedly says, "This is bad. She must have spying on you with the other changeling"

"We got to warn Twilight about this," Tiger Lily says.

"Yes. We need to get to Ponyville and fast," Sunburst says/says.

Tiger Lily says to Sunburst, "Sunburst, you say hear to keep an eye on the changelings and Snowdrop. Thorax and I will head to Ponyville."

"Are you sure?" Thorax asks in concern.

"I'm sure. The changelings may be after me, but I'm not going to let them getting away from taking my friends," Tiger Lily says.

Back at Ponyville, Starlight and Trixie sneak into the castle. Once inside, Starlight closes the door. They then hear voices coming from the throne room. They look inside to see the girls and Spike. Applejack is eating a pair. Spike is drawing a picture of Fluttershy. Fluttershy pushes Spike to the table. Then Pinkie does the same that makes Spike fall to the floor. Rarity starts laughing.

"Is it ready?" Twilight asks.

"Just one more," Applejack says, holding a beetle.

Applejack then places the beetle on the table. Just then, it opens up and connect magic to three others into a square. The beatles rise up and join together to create a magical portal. Appearing in the portal is the queen of the changelings herself…

"Queen Chrysalis!" Starlight says quietly.

Chrysalis looks through the portal, and says, "Ugh. I can't take any of you seriously when you look like that."

"Oh, right," Twilight says.

One by one the girls and Spike change to their changeling forms. Their real forms that is.

"Much better. Now report!" Chrysalis says.

"Everything here is going according to plan! We've replaced the six ponies and their dragon, and have taken control of the castle!" One of the changelings says.

"Excellent. And I've just received word that the princesses from Canterlot have successfully been replaced as well," Chrysalis says.

The changelings start laughing as Starlight and Trixie hears the conversation

Then Chrysalis says, "We thought too small last time. One ponynapped princess wasn't enough. With all the most beloved ponies of Equestria taken care of, nopony can stop us!"

Queen Chrysalis then maniacally laughs and the changelings laugh too.

The beatles part and lands on the table as the magic wears off. Starlight and Trixie realize they are in big trouble, and know that they need to find more help. Starlight accidentally push the door a little causing the changelings to hiss.

They change to the mane six and Spike to investigate without being noticed. They search around, but no one seems to be around. Starlight has cast an invisibility spell on herself and Trixie. They hold each other tight so they won't be too scared. The changeling disguises as Twilight smells for intruders, and walks close to where the two frighten mares are. Then she leaves the room.

Starlight cancels her magic as Trixie yelps and pants. Starlight quickly teleports herself and Trixie outside where Trixie's wagon and campsite is.

Trixie pants and starts to panic, "I can't deal with this! I'm just a performer! This is... This is princess-level stuff! But the changelings have all the princesses... We're doomed!"

"Maybe not. Uh, Queen Chrysalis only said they took Luna and Celestia and obviously Twilight and the others... but maybe Cadance is still safe. Our best bet is to get to the Crystal Empire before the changelings do. That way we can…" Starlight says.

But then someone says, "There's no help coming from the Crystal Empire."

Coming out of the bushes are Tiger Lily and Thorax. Seeing Thorax makes Trixie scream and panic. Starlight quickly bubble Trixie that silence her screaming.

"Thorax? Tiger Lily?"

"Yes," Thorax says.

"Your wings look... different," Starlight says, noticing the different wings.

"They sure do and I really like it that way," Tiger Lily says.

Starlight decides to play it safe, and asks. How do I know you aren't some other changeling pretending to be Thorax and Tiger Lily?

"You were there when Spike defended me to the ponies of the Crystal Empire. Princess Twilight said…" Trixie says.

Then he transform into Twilight, and adds, "As the Princess of Friendship, I should set an example for all of Equestria. But today it was Spike who taught me..."

"Okay, okay. I believe you. We don't need the whole speech," Starlight interrupts.

Then Thorax changes back to his original form. Tiger lily giggles in reply.

Tiger Lily over, and says, "I think I know. You wrote to me one time that…"

Then Tiger Lily whispers to Starlight.

Starlight nods her head and believes her.

Starlight turns to Trixie, and says, "Trixie, this is Thorax. He's a reformed changeling. He's on our side. Understand?"

Trixie nods her head. Then Starlight breaks the bubbles making Trixie fall to the ground.

"Hi. It's a pleasure to…" Thorax says, walking towards her.

But Trixie steps back and scaredly says, "If Starlight says you're on our side, I believe her. But maybe just stay over there for now, okay?"

"What did you mean there's no help? Did the changelings get Cadence too?" Starlight akss.

Tiger Lily says, They took Cadance, Shining Armor, and Flurry Heart! Sunburst sent me and Thorax here to get Princess Twilight's help, but... but it sounds like it's too late for that, too!

"And to make matters worse, Queen Chrysalis wants one more thing," Thorax says.

"Great, what else does she want?" Trixie asks.

Tiger Lily sighs, "It's me. Sunburst heard the changelings saying that she wants my love of Thorax. She said it's special and wants that to herself."

"What?! Why… why would you come here if you knew she wants you?!" Starlight asks.

"Because my friends are in trouble. I can't sit by and let this happen. I'm helping you and I'm not going to take no for an answers," Tiger Lily says.

Then Thorax asks, "So... what should we do?"

"Yeah, Starlight. What are we gonna do?" Trixie asks.

Straight becomes scared, and says, "I... I don't know! There has to be somepony else who can handle this?"

"There is nopony else! Everypony with powerful magic is already gone!" Trixie screams.

Suddenly, they hear someone says, "You know whenever ponies talk about powerful magic, they always leave me out. If I weren't so evolved, I might decide to take it personally."

The four friends look to see Discord knitting a bunny rabbit sitting on Trixie's wagon.

"Well, isn't this quite the combination of secondary characters?" Discord remarks.

He looks around, and asks, "Where are Twilight and the girls?"

"First, how do we know that you're really you?" Starlight sternly asks.

Discord snaps his finger and the surroundings change into something chaotic. Dancing flowers in puts, soapy floors, cuckoo squirrely clocks. Even the surrounds change. Starlight and Trixie slip down as Thorax and Tiger Lily fly up a little.

"Shall I continue?" Discord asks.

Starlight says, Chrysalis and the changelings are back. They've ponynapped all of the most powerful ponies in Equestria! Celestia, Luna, Cadance, Shining Armor, Flurry Heart, Twilight and her friends. She's also after Tiger Lily too. We need to…"

Discord gasps and interrupts in anger "They took Fluttershy?"

"Yes!" Starlight answers.

"Where?" Discord asks with furry in his eyes.

"The Changeling Kingdom. With you on our side, I can…" Starlight says.

But discord quickly snaps his fingers and they appear somewhere else. Not at the Changeling Kingdom, but a field close to trees.

Confused Discord says, "Odd. I was trying to take us right to Fluttershy, but there is no Fluttershy."

He looks under the rock and stretches his eyes to search.

Trixie looks up ahead and screadly says, ""I think I have a pretty good idea where she might be…"

The five look ahead to see a giant rock formation with holes and multiple flying changelings about. This is the Changeling kingdom.

Thorax nervously says, "I'd hoped never to see that place again. Now what?"

Everypony look at Starlight, and she is starting to get scared about taking lead.

In the changeling kingdom, Queen Chrysalis is sitting on her throne as the changelings fly around keeping guard and patrol the hive.


	5. Chapter 5

Chapter 5: Into the Changeling Hive

Starlight, Tiger Lily, and the others look to see the Changeling hive swarming by changelings. They also know that Twilight and the others are trapped inside the have somewhere.

Discord becomes confused, and says, "Oh, this is so strange. We're here and that's there, and I clearly meant for us to be there and not here."

"Oh, I-I can probably explain…" Thorax says.

But Discord interrupts, Oh, well. If at first you don't succeed…"

Discord is about to use his magic with his paw, but Starlight uses her magic to stop him

"Maybe we should come up with a plan first?" Starlight suggests.

Discord blows the magical aura off his paw, and asks, "A what?"

"You know, figuring out the best way to do something before you actually do it," Trixie says.

Discord laughs, and says, "Oh, that's adorable. But you see, unlike you, I can do anything."

"Uh, actually…" Thorax says.

But Discord interrupts, "That's all very nice, but really a waste of time. We have me. And what else could we possibly need?"

"A draconequus with magic and half a brain might help," Trixie answers, rolling her eyes.

"Why are you here again? I mean, it's not like you're going to stop the changelings by pulling a rabbit out of a hat. At least my magic can do something," Discord asks, taking Trixie's hat off, and pulling out a second Trixie. Then puts her hat back on her head.

"The thing about magic here is…" Trixie tries to say.

But Discord says, "Like this!"

He snaps his fingers to make himself wear some kind of knight outfit riding on a flying pig flying

"For Fluttershy!" Discord shouts.

Then charges to the Changeling Kingdom.

"Discord wait!" Tiger Lily says.

But Discord hasn't get every far. As soon as he enters the grounds of the changeling the flying pig and outfits disappeared.

Discord screams as he falls, "Yaaah!"

He quickly grab on to the edge of the cliff, and quickly climb back up. Confused by what happened, Discord makes another flying pig appear and get it to fly to the changeling territory. But as soon as it flies to the territory, it disappears.

"I've been trying to tell you! Nothing other than changeling magic works here. Chrysalis' throne is carved from an ancient dark stone that soaks up outside magic the same way changelings soak up love. It's how she keeps the hive safe," Thorax says.

Tiger lily and Starlight light up their horns and walk close to the border. When their horns are in the changelings' property it disappeared.

Trixie walks to Starlight, and asks, "So, uh, what kind of plan were you thinking?"

"Without magic, I have no idea. But nopony else is coming. So somepony better come up with something," Starlight says.

Tiger Lily and the others look at each other with uncertainty, and then look at Starlight.

"Anypony? Anything?" Starlight asks.

The others don't seem to have anything.

Starlight thinks about it, and asks, "Hmm. This throne… if we get into the hive and destroy it, can we get our magic back?"

"Uh-huh!" Thorax says.

"Well, that's a terrible plan. How are we even supposed to get to the hive?" Discord asks.

Discord looks to see Starlight, Trixie, and Tiger Lily are walking to changeling territory with thorax leading the way.

"We walk," Tiger Lily answers.

Discord's neck shivers in shock.

Then pills his eyelids as he says, "I haven't walked that far in a millennia!"

Starlight, Trixie, and thorax groan in annoyance. Tiger Lily rolls her eyes in reply.

The five friends continue to walk along Changeling property to get to the changelings' hive.

"Oh, I don't know how any of you manage not being able to disappear and reappear whenever you want!" Discord complains.

"Well, I, for one, definitely miss you being able to disappear!" Trixie says, annoyedly.

Starlight says, "Give Discord a break. None of us knew we weren't going to be able to use magic."

"I did," Thorax confirms.

Starlight turns to the others, and says, "If we get separated, it might make sense to have a way to make sure we are who we say we are.

Discord like the idea, and says, Oh! Like a secret code! How about if I say 'we are' and you say 'doomed?'"

"That doesn't sound very nice," Tiger Lily says.

"Or you say 'rescue' and I say…" Discord says, but interrupts when he trips over a rock and falls to the ground.

Then Trixie remarks, "How about if we say 'klutzy' and you say 'draconequus?'"

"'Klutzy draconequus.' Works for me," Starlight says.

Then Thorax says, "I'll definitely remember it."

Tiger Lily giggles at the code name. Discord however is not very amused with the code.

After walking a while, they finally reach the changeling hive. They secretly past the guard to reach the entrance. Discord uses his body to help the others climb up to the door and walk through. He then goes through it himself. When they walk into the hive, they are surprised to see the place is big, and the holes open and closes in different places.

"Wow, this place is big," Tiger Lily says.

Trixie says, "You can say that again. I am definitely glad you came. I don't think we'd be able to find our way without you."

"You definitely wouldn't," Thorax says.

The others turn to see the entrance they come in closes right behind them.

"Um, where's the way out?" Trixie asks.

"It's a changeling hive. It shifts and changes like we do, and we're the only ones who can navigate it. It's total chaos to non-changelings," Thorax says, showing him the way.

They walk through one of the openings. Discord is the last to get out, and grabs his tail before it closes.

"Well, it's decent chaos. I don't know if I'd call 'it total.'" Discord comments.

Thorax continues to lead the gang through the hive, but avoiding any of the changeling soldiers.

"Are we sure that I'll get my magic back when we destroy this throne thingy?" Discord asks.

"If Thorax is right, then yes," Straight answers.

Discord sarcastically says, "Well, that's reassuring."

"Now Discord, I'm sure Thorax knows what he's talking about. He knows the hive better than us," Tiger Lily says.

Then Trixie asks, "And how are we supposed to destroy the throne when we find it?"

"I... don't know," Starlight sadly admits.

"That's reassuring," Trixie says with sarcasm.

"Then our hooves are tied. How are we going to destroy the throne without our magic?" Tiger Lily replies.

Discord begins to look inside Trixie's bag to see if she has anything useful to destroy the throne. So far, Discord finds magic props and other stage magic props.

"I don't suppose you brought any throne-destroying tools along with these useless sideshow props," Discord says.

"Asks the Lord of Chaos who can't go for a walk without whining nonstop!" Trixie says.

"Yes, but when the throne is destroyed, I'll be able to rip the very fabric of reality to save our friends," Discord says.

Then then turns to Trixie and sternly says, While you'll still be a self-absorbed, below-average illusionist!" Then slides Trixie's hat down on her face.

Trixie lifts her hat up, and angrily shouts, "Self-absorbed?! Why, you...!

Starlight get between the two, "Cut. It. Out! I'm just barely keeping it together, and it would be wonderful if you two could actually try to help instead of bickering like foals!"

Then she walks along to follow Thorax.

"Okay," Discord says, slightly defeated.

Then Discord and Trixie follow Starlight up the stairs.

"How can we help?" Trixie asks

Starlight answers nervous and insecure, "Don't ask me! I couldn't even handle giving advice at the Sunset Festival, and I had magic then! And the three of us are as good as useless! At least Thorax knows where we're going."

Just then, Thorax says, "Um, guys? I think we're lost."

Thorax and Tiger lily are standing close to the edge of the floor. Starlight and the others are able to catch up to see there is nowhere for them to go.

"Oh, great. We might as well just sit here and wait for the changelings to soak up all of our love or whatever gross thing it is that they do," Trixie complains, putting her bag down.

Then asks Thorax, "How often do you all get hungry?"

"Actually, I haven't been since I met Spike and Tiger Lily. And changelings are always hungry. We can never get enough love, "Thorax answers.

"Well, that's just super…" Trixie says.

But starlight covers her mouth, and asks, But you aren't hungry at all now?

"Huh. Once I made a few friends, I guess I just sort of forgot about the whole feeding thing," Thorax says.

Then Tiger Lily asks, "Is that about the same time your wings changed?"

"I guess so." Thorax answers, flapping his wings.

"Hmm, I wonder," Tiger Lily says.

Discord yawns, While I would love to sit around chitchatting about feeding and not feeding…"

"I have a Fluttershy to save!" Discord announces, and is voice echoes around the hive.

Suddenly, the changelings hear it and hiss to know that someone is in the hive.

Trixie hushes Discord, "Can you please lower your voice?! You're gonna get us all captured!"

"Oh, you keep saying that, but I haven't seen an actual changeling since we got into this hive," Discord says.

Just then they hear strange humming sounds.

"W-What's that?" Trixie worriedly asks.

"I think we're in trouble," Tiger Lily adds.

Thorax exclaims, "A changeling patrol!"

The four look down the have to hear humming that are actually changeling patrolling the area, and they're the ones the changelings are looking for.


	6. Chapter 6

Chapter 6: Trouble in the Hive

Realizing the changeling patrols are searching for intruders, Starlight and the others can see that they're in trouble. Thorax continues to take deep breaths in fright.

Tiger Lily says to Thorax, "Calm down Thorax. Calm down"

"This seems like one of those moments where we need a plan," Discord says.

"What kind of plan?! We have no magic, and it's not like my illusions are gonna save us!" Trixie asks.

Suddenly, Starlight has an idea.

She turns to Trixie, and asks, "Do you have any of your smoke bombs?

"Are you kidding?" Trixie replies.

The changelings fly around to look for intruders. They fly down the tunnel to see Trixie is at the end of the tunnel

"Looking for somepony?" Trixie says.

Trixie throws her smoke bombs on the ground and the changelings stop to see her gone.

Just then, Trixie calls out from a different a different tunnel entrance, "Is that the best you've got?!"

She laughs that makes the changeling unamused and frustrated. The changelings fly toward Trixie, but she uses the smoke bombs todisapper. Soon, multiple smoke bombs are used in different locations.

Starlight, Discord, and Tiger Lily look below from the hole to see Trixie being chased by the changelings. Two of them go to the opposite direction.

"Not exactly great and powerful, but effective," Discord says.

"Hm. I'll take it," Trixie replies appearing between them.

They then look to see a second Trixie coming towards them. Starlight, Discord, Tiger Lily take a step back from both of them.

Starlight says, "Klutzy…"

"Draconequus!" the two Trixie answer, but one speak in male's voice.

The Trixie in front of the four change back to Thorax. Tiger Lily gives him a hug.

Not liking the code word, Discord says, "Ugh. I really think we need a new code word!"

"That was a pretty good plan," Thorax says.

Trixie says, "But we still don't know where we're going."

"Actually, we might. Two of the changelings didn't go with the rest," Starlight says.

Then Tiger Lily says, "She's right, they went in a different tunnel than the others.

Thorax realizes, Oh! With an intruder in the hive, they went to protect the queen! Good thinking, Starlight!

Starlight laughs feeling a bit embarrassed.

Trying to find their way through the hive to the queen's throne room, they carefully try to avoid the changelings that are around. Thorax leads them out of a hole and they walk up stairs.

When they reach the top of the stairs, they look to see six or eight changeling guards standing in front of a green color door. Some changelings go through it when it opens.

"Now what?" Trixie whispers.

"We... go in," Starlight answers.

Thorax becomes scared, and says, "Even if I wanted to, there's no way past the guards. We'll be spotted for sure."

"Don't worry Thorax, we'll find a way inside somehow," Tiger Lily says.

Then Starlight says, "We need some kind of... distraction."

"I'm fresh out of smoke bombs," Trixie says, looking in her small bag to find nothing.

"Normally, I'm the most distracting thing I can think of, but without magic…" Discord says.

Just then, Starlight has an idea, "You shouldn't underestimate yourself."

Discord looks at Starlight with a confused look.

The changelings open the door for a few changelings and they fly in.

Just then, Discord steps in with a microphone in his claw.

He taps the microphone with his paw.

Then announces, "Hello, changelings and changelettes! Believe me, I was just as surprised as you are that I'm here! When I heard that I'd be playing for a bunch of changelings, I was beside myself! Then I realized, it was just one of you."

The changelings become angry and growl at him.

Discord nervously laughs, and says, "But, seriously, this isn't the toughest crowd I've ever been in front of. But it's definitely the easiest to bug!"

The changelings become confused to hear the joke, one of them even chuckle in reply.

"'To bug?' Is this thing on?'" Discord asks, tapping on the microphone.

The changelings begin to make their way to Discord as they growl. While the changelings are distracted, Starlight secretly open the door, and she and the others sneak inside.

Once he sees his friends inside, Discord angrily says, "Well, if you think that you can do any better, be my guest!"

Then throws the microphone away. The changelings begin to chase after Discord. Starlight looks to see Discord running away from the changelings.

"It is absolutely ridiculous that that worked," Trixie says.

Tiger Lily says, "At least it work. I guess ad Discord would say 'These changelings don't have a sense of humor.'"

"You said it," Starlight says.

Discord continues to run from the changelings and needs to hide fast. He quickly jumps into one of the halls and stay in there. The changelings fly past the hall Discord hide in. When Discord comes out, he can see the changelings are gone.

"It is certainly a pleasure to have such dedicated fans. I'll have to come back with some new material after I rescue Fluttershy," Discord says to himself.

Suddenly he hears whimpering, and a familiar cry, "Please, help!"

Discord continues to hear whimpering and walk over to see Fluttershy crying and has her tail stuck in a rock.

"Fluttershy!" Discord happily says.

"Discord! I'm stuck!" Fluttershy says.

"You certainly are. And I should probably help you get free," Discord says about to help Fluttershy.

But stops, "But... oh-ho-ho-ho-ho…"

"But what?" Fluttershy asks.

"But you are obviously not Fluttershy!" Discord says.

"Oh," Fluttershy says.

"I mean, I'm separated from the group and just happen to come across the one pony I care most about? I can smell this setup a mile away," Discord says.

Fluttershy says with a wail, "No. You're right. There's no way you should trust me. Just go find the others… I understand!"

"Oh, come on!" Discord says, annoyed.

Suddenly Discord can hear more of Fluttershy's crying. He turns around to see multiple Fluttershy crying and whimpering.

The first fluttershy says, "We're probably all changelings. You shouldn't rescue any of us. Unless, you think, maybe one of us might be the real Fluttershy. Oh, that certainly would be a nasty changeling trick, wouldn't it?"

Soon all the Fluttershy begin to cry, each one saying, "I'm the real one."

Discord become petrified to see so many crying and whimpering Fluttershys in one place. He can't tell which one is real or not. He looks like he's about ready to chock.

Meanwhile, Starlight, Tiger Lily, Trixie, and Thorax are waiting for Discord, but he's been gone for a while now.

"We can't wait for Discord. Between seeing him and Trixie, the castle will be crawling with guards soon," thorax says.

Trixie is starting to shake in fear.

Starlight says, "But if we do manage to destroy Chrysalis' throne, we'll need him. He could take on the entire changeling army by sneezing if he wanted to."

"He's probably already been captured!" Trixie replies.

Tiger lily scaredly says, "I don't want to think what they might do to him."

Suddenly, they hear Discord's voice, "Hello?"

They secretly peak out of the wall to see discord opening the door and walking in.

Discord quietly calls out, "Fellow rescuers?"

The four are starting to feel something is wrong.

Thorax walks over, and says, "We can't stay here. We gotta find the throne."

"Ooh! I heard some of the changelings who were chasing me say that they know where it is!" Discord says. Then shows a smile on his face.

Starlight, Trixie, and Tiger Lily look at each other with worried looks on their faces.

Trixie says part of the code word, "Klutzy...?"

"Hmm? Oh. Yeah," Discord says, letting out a chuckle.

Then he says, "I-I can be klutzy. Now, follow me."

Discord begins to take the lead as Starlight and the others follow him

Starlight whispers to the others, "You know that's not Discord, right?"

"Obviously," Trixie says.

Tiger Lily and Thorax nod their heads.

Discord comes across an intersection, and says going to the left, "This way! We're almost there!"

"I know this trick. If he says to go left, we should definitely go right. He's leading us to a swarm waiting to attack!" Thorax says.

Trixie sighs, and says, "Okay, I'll handle it. You two just get ready to run into the other tunnel."

Starlight is shocked, and panics, "Wait, what?! Trixie, you can't! I won't know what to do! We've already lost Discord; I can't lose you too! Without magic, I…"

Trixie stops Starlight, and says, "Starlight. You got us this far with just my illusions and Discord's annoying personality. You don't need magic to figure out what to do next. I know you're afraid to be in charge, but you are really good at it! Listen to your best friend."

Trixie and Starlight give each other a hug, and the brave unicorn magical walks to the left tunell with Discord is.

She calls out, "Hey, Discord! Want to see the new trick I've been working on?

Trixie puts a cloth on her hoof and Discord's claw, and says, "I call it…"

"The 'Changeling Catcher!'" Trixie says, moving the cloth to reveal a rope of bandanas.

Discord growls in anger

Trixie quickly turns to the others, and scream, "Run!"

Starlight, Tiger Lily, and thorax make a run for it. Discord growls in anger to see them getting away, and reveals himself as a changeling. Before the changeling can get far, Trixie uses her rope to drag him away. She then hears hissing sounds and look up to see multiple glowing blue eyes opening to reveal more changelings.

Trixie nervously says, "Ta-da…"

Then the changelings pounce on her.

Starlight, Tiger Lily and Thorax continue to run from the changelings who are able to find them. They soon come across an area where there are multiple holes. Starlight informs them to go in different directions, which they do instantly.

Soon Starlight finds herself in a different room. She looks around to see a open room. She looks around to see if anypony or changeling around. Suddenly, something falls in on her head. She looks up to see Discord and Trixie are captured in cocoons. Princess Celestia, Luna, Cadence, Twilight and her friends are also trapped in cocoon on top of the ceiling. Starlight looks ahead to see the throne right in front of her.

She is able to walk forward until a wicked laughter echoes around the room.

"One little pony all by herself," A sinister voice says.

Starlight looks up to see Queen Chrysalis hanging upside down on one of the cocoons.

She turns her head to see Starlight, and says, "Oh, how will I ever prevent this daring rescue?"

Soon enough changelings are beginning to enter into the throne room surrounding Starlight.


	7. Chapter 7

Chapter 7: A Changeling and A Pony's Love

The next moment, Starlight's front hooves are stuck to the floor with the green goop for the cocoons. She struggles to get her legs free, but they won't budge.

"Well, well, well. The Princess of Friendship's sole pupil. Honestly, I didn't think you were worth replacing with one of my drones," Chrysalis says, landing on her throne.

Starlight strains and struggles, and says, "You won't get away with this!"

"I already have. Nopony is coming to save you. Your little squad was it. And now, there's just you," Chrysalis says.

Starlight and Chrysalis look to see the princesses, the girls, Spike, Discord, and Trixie are imprisoned in cocoons.

Starlight says, "Thorax and Tiger Lily still out there."

Hearing the name, Chrysalis approaches Starlight, and angrily says, "Don't mention that traitor's name in my kingdom! He was a fool to leave and even more a fool to return! When I find him, he'll learn just what happens to those who betray the hive!"

She then looks behind to show a satisfied look on her face, "And as for Tiger lily, it looks like she hasn't gone very far."

Starlight looks behind her, and gasps to see Tiger Lily is being carried by a changeling and place on the ground besides Starlight. Then traps her front and back legs so she can't escape.

"Tiger Lily!" Starlight exclaims in a male's voice.

Hearing the voice, Chrysalis says, "And it seems I don't have far to look, do I…"

Chrysalis uses her magic on Starlight, but changes into Thorax. The changelings are stunned to see that Thorax is the one who is captured.

"Thorax?" Chrysalis angrily hisses.

The changelings hiss in anger until they hear thumping noises. Chrysalis turns to see Starlight using a rock on her throne.

Tiger Lily sceams, "Starlight, run!"

Starlight quickly moves out of the way before Chrysalis can blast her with her magic. She then duck into a hole to the wall to hide.

"Very clever. And clearly Thorax revealed to you the secret of my throne. I can't have powerful ponies using their abilities against me. Even with your rather embarrassing little rescue attempt, everything has gone according to my plan," Chrysalis says, looking for Starlight through the holes.

"What plan? Why did you do all this?!" Starlight says.

"So I could feed, of course!" Chrysalis answers, peeking her head into the hole.

Starlight quickly runs away.

"By replacing the most beloved figures in Equestria, my drones will be able to store all the love meant for them and return it here to me. Everypony will do as I command, and my subjects and I will feed on their love for generations!" Chrysalis says, as she sits on her throne.

She maniacally laughs as the changelings hiss

Starlight secretly look to where Tiger Lily and Thorax are. She can see Tiger Lily and Thorax are leaning close to each other. That is when Starlight sees Thorax wings and what Thorax said about not being hungry for love anymore. Not since he has friends. Starlight realizes there is a connection and what it is.

"What if you didn't have to?" Starlight says.

Chrysalis lands hard to where Starlight is, and lifts her with her magic in anger, "Ridiculous!"

Then throws Starlight to two of her changeling guards.

"The hunger of changelings can never be satisfied!" Chrysalis says

"Exactly! Thorax left the hive and made friends. He shared love, and now he doesn't need to feed. You don't have to live your lives starving all the time! He even… " Starlight says.

But Chrysalis angrily interupts her, "You know nothing of the changelings or what it takes to be their queen! I decide what is best for my subjects, not some mewling grub!"

"I know what it's like to lead by fear and intimidation! And I know what it's like to want everypony to do what you say! But I was wrong. A real leader doesn't force her subjects to deny who they are! She celebrates what makes them unique and listens when one of them finds a better way!" Starlight says.

"In fact because Thorax was being his true self he was able to…" Starlight begins to speak

But Chrysalis interrupts walking to Thorax, "The only thing Thorax has found is what happens to those who turn their back on the hive!"

Chrysalis lifts Thorax off the ground and hold him with her magic.

Tiger Lily asks in shock, "What are you going?!"

"No! Stop!" Starlight screams, but is stopped by two changelings.

"Just as soon as I drain every last ounce of love from him and show my subjects what a real leader is!" Chrysalis says.

Then Queen Chrysalis behind to suck all of Thorax' love.

"How could you think that will show them that you're a leader. That's not being a real leader, that's evil!" Tiger Lily angrily says

Thorax struggles, "I can feel the love inside me slipping away...! I can't hold onto it much longer...!"

Tiger Lily becomes scared, and screams, "Please don't do this…"

"This isn't a way to show that you're a good leader! You're only making them fear you not respect you! Please don't take all of Thorax's love. Take mine instead!" Tiger Lily screams.

But Chrysalis is not listening to a word she says. Tiger Lily continues to struggle from her restraints, but they won't break

Tiger Lily begins to shed tears as she says from the bottom of her heart, "Please… because I love him! I love Thorax!"

The changelings and Starlight are shocked to hear Tiger Lily saying those words.

Strugglings, Thorax asks, "You love me?"

"Yes, I do! I love you ever since we met again at the Crystal Empire! How we spend time together! How we play together! And how much we spend with our friends! When I'm with you, that is when I was happiest! I ALWAYS LOVE YOU!"

Suddenly, Thorax feels a special power within his heart. The love he has for Tiger Lily becomes so powerful that he unleashes it through out the hive. Chrysalis, the changelings, and Starlight are pushed back and fall to the ground. The throne even crack in a few parts from the middle.

And then, Thorn is soon wrapped up in a bluing light purple cocoon. The bright glow causes the goo to dissolve from Tiger Lily hooves. Starlight and Tiger Lily slowly walk to the cocoon Thorax is in. Tiger Lily touches it, and it lets out a powerful glow.

Thorax is free from the cocoon and lands on the ground, but his appearance is different. His head and legs greenish yellow color, with orange on the chest and a green body, with teal and purple on his back with light purple transparent wings and tail. He has purple eyes, big orange horns on the side and a green horn on his forehead, and three white gem likeness on his chest.

Thorax looks at himself and then look at Tiger Lily. Tiger Lily is amazed and look at his eyes. Even though they're a different color, the eyes shimmer a special glow, and Tiger Lily knows this is Thorax's new form.

Thorac and Tiger lily give each other a hug which astonished Starlight and the changeling. The most amazed one of all is Chrysalis. She can see the result of Tiger Lily and Thorax's love and how they are given to each other. She then shows a calm smile in reply.

Starlight announces to the changelings, "This is what happens when you give love freely instead of taking it!"

Finally understanding this is what, Chrysalis is the first to share love, all the other changelings follow her lead. Soon, they all are wrapped in cocoons and are beginning to transform. The magic of the throne is unable to hold on any longer. It cracks all over until it explodes into pieces, and cause the top of the castle to explode as well.

Starlight is able to use her magic to protect herself, Thorax and Tiger Lily. They look around to see that all the changelings have gain new forms like thorax. Chrysalis's form is a little different. Her skin is a lighter gray color, her hair a lighter teal, with light bluish green eyes .Her wings are elegant like those of a butterfly, her hooves don't have holes and her horn is like a normal alicorn horn.

Tiger Lily walks to Chrysalis with a smile and presents her hoof to her. Chrysalis does the same and surprisingly, giving her a shake with a calm smile.

Starlight looks to see Twilight and the girls are out of the cocoon. Trixie is able to get out of hers and Starlight help her out. Princess Celestia and Luna are able to stand up. Thorax helps Spike, and two changelings help with Princess Cadence and Shining Armor. One also gives Flurry Heart back to them.

Discord worriedly asks, "Fluttershy?"

Fluttershy looks to see Discord. Happy to see her, Discord quickly pulls her to a hug.

"It's, um, good to see you, too," Fluttershy shyly says.

Twilight pushes the cocoon and looks to see Starlight helping her out.

Twilight asks, "Starlight? What happened?"

"We defeated the changelings with no magic at all, they found a new leader, and... they're all kinda... good now," Starlight answers.

Twilight, the princess, the girls, and Spike to see the changelings are in new forms, and they all look pretty happy. They all smile to see it.

They look and are surprised to see Tiger Lily and Chrysalis walking toward them.

Starlight giggles, and adds, "And that Tiger Lily has confess her love to Thorax."

"She did?!" Rarity asks with sparkles in her eyes.

Thorax walks to Tiger Lily and the two give them a hug.

Chrysalis says, "You know, I was right about you. Your love is special, and I kind of figured out why."

"Why?" Starlight asks.

"Because she is actually the first to fall in love with a changeling and earned that love. Thorax did the same thing. At first, I didn't want to believe that a pony can actually love a changeling, but Tiger Lily proved me wrong. And Starlight, you also showed me that we are happier to sharing love instead of taking it," Chrysalis says.

She turns to Thorax, and says, "I hope you will help our fellow changelings in your rule. As for me, I think it's best for me to make my departure."

"Your leaving Chrysalis?" Tiger Lily asks.

"I know, but what we have now is a start for a new beginning and there's so much I can learn if I leave. I hope that you do fine in being the changeling king," Chrysalis says.

"Thanks," Thorax says.

She leans to Chrysalis, and says, "And who knows, maybe someday Tiger Lily will become your queen."

That causes Thorax to blush like crazy. Tiger Lily giggles to see the redness on his cheeks.

Princess Celestia walks to Thorax, and says, "Thorax the new leader of the changelings, I know that I look forward on discussing how we can approve our relationship in the new a future."

The princess and Thorax bow to each other.

"However, perhaps it will be best that we leave the changeling kingdom to the changelings," Princess Celestia adds.

Discord appears and clap his paw and claw, "Splendid idea!"

"Now who is ready for some celebratory tea at Fluttershy's!" Discord adds.

"Oh? Um, everypony?" Fluttershy asks.

"Actually, now that you can snap your claws and send us absolutely anywhere, I think I have a better option," Starlight says.


	8. Chapter 8

Chapter 8: Back to the Summer Festival

At the Summer Festival at the village, everypony are having a great time. They look to see Starlight has come back. They are surprised to see that she is back after her little fright from days ago.

"Uh, hey, Starlight. What are you doing here?" Party Favor ask

"You left in such a hurry before, we kinda thought you didn't wanna come." Double Diamond adds.

"Yeah... I guess after the way I used my magic on all of you, I wasn't sure I was somepony who should even be in charge of a baking contest. I was afraid I might go back to being the pony I used to be," Starlight says, apologetically."

Then confidently says, "But I realize that sometimes you don't have a choice. You have to step up. And I have changed! I can handle it. Whether that means saving Equestria or helping friends out with the Sunset Festival."

Then Starlight says, "Speaking of which, I know the Festival's almost over, but I kinda invited a few of my friends to join."

She turns to her her friends. Princess Twilight, the girls, Spike, Trixie, Discord, Princess Celestia and Luna, and Princess Cadence and her family.

"Hope that's okay," Starlight replies.

Double Diamond laughs, and says, "Are you kidding? Of course!"

"Great! Now where's that baking contest? This pony needs a cupcake!" Starlight says with excitement.

Then Starlight leaves with Double Diamond and the others. Everypony else leave to join in on the festivities. Discord and Trixie are the only ones left.

"So I'm able to rip the very fabric of reality again," Discord says.

Trixie rolls her eyes, and says, "Yeah, yeah. And I'm still a self-absorbed, below-average illusionist, right?

But Discord says, "Actually, I was going to say a couple of those illusions were slightly above average. If you ever need a little chaos in your act, let me know."

"Ha! When pigs fly!" Trixie says.

Then Discord evilly says, "Your wish is my command!"

Before Trixie can protest, Discord snaps his fingers and make two big pigs with wings each of them riding on. Discord slaps the pig Trixie is on at the rear, and the pig flies away with Trixie on it.

Trixie screams, "Whoa! Whoooooaaaa!"

Discord then takes his flying pig for a ride too. Twilight, the girls, and Spike who are sitting at a table see the whole event. Fluttershy is trying not to laugh.

"Somepony is really gonna have to catch us up on what we missed," Rainbow says.

Twilight giggles, "I agree."

Back where the old changeling castle stands, the newly reformed changelings are fixing the place up. Now that they have a new ruler, everything is running smoothly.

Thorax and Tiger Lily are looking over the construction of the palace. The two hug each other with love in their eyes and are happy to be together. Any pony and changeling can see that no matter what Thorax and Tiger Lily will always love each other.

Chrysalis look at the changeling kingdom last time before departing to leave. Thorax and Tiger Lily teach her that love is very powerful. And Starlight teaches her how good it is to share love instead of taking it away. She flies into the sky to learn how to share love and about friendship. She knows that she has Thorax, Tiger Lily and Starlight to thank for this new form and ability. She hope that she'll come back to visit them really soon.


End file.
